7,050 Restricted Stock Units were granted on 02/11/2008, under the A. O. Smith Combined Incentive Compensation Plan, a transaction excempt under Rule 16b-3. 7,050 Restricted Stock Units vested on 02/11/2011. As of result of vesting, the Company is obligated to deliver 7,050 shares of Common Stock to the reporting person.

The reporting person sold these shares to obtain funds to pay the withholding taxes due as a result of the vesting of the restricted stock units described in footnote (1).